With Peter strapped to the lab table, Carrion raves on about how the Jackal
tried to bring Spider-Man "to justice for the murder of Gwen Stacy". Pete
responds that the Jackal was insane and realized it at the end. Too bad Carrion
is a clone created from a time before the Jackal came to his senses.
After two pages of recap, Carrion further reveals to Spidey that he is
telepathic! (A power that has since been forgotten, I think.) He then tells the
story of his origin.

It seems that Prof. Warren extracted a cell sample from himself just before
venturing out to Shea Stadium (in Amazing #149) and injected it into a clone
casket. Unfortunately, Warren was killed and never returned to his laboratory.
(Don't even ask me how all this fits into the later revelations of the
Jackal surviving and the events in the Osborn Journals and so on. What
are you trying to do? Kill me?)

In the casket, the cell slowly developed into a clone of Prof. Warren but
"something went wrong! The casket refused to open.. the process continued! The
body reached old age.. died.. yet still the fluid kept it alive!" (In other
words, he died but stayed alive. Or whatever.) Months after Warren's death, the
casket is opened by a student who stumbled on the Professor's secret lab. The
student is Randy Vale and the emerging Carrion puts an immediate death-grip on
his neck demanding servitude. "Accept and I offer you power!" says the clone,
"Refuse and I will destroy you." Naturally, Vale accepts and keeps tabs on
Spider-Man as Carrion's remains hidden, allowing his various powers to emerge.
Eventually, Carrion, fulfilling part of his vow of power, provides Vale with the
Darter costume. But what he actually has in mind is to eventually give Randy the
powers of Spider-Man himself.

At this point, though, it seems that Carrion has abandoned that plan. Spidey's
power is too great for Vale. Instead, he has extracted a blood sample from Pete
and injected it into "this protoplasmic pre-clone... a primitive amoebic
ancestor of Peter Parker". He has, in essence, created a giant, mindless amoeba
Spider-Man. (Why? Well, um....) Parker tries to break free but the restraints
are electrified. He can only lie helpless as the amoeba is released and, "guided
by its own primitive spider-sense" oozes over Peter. "It senses that it is part
of you, Parker and it wants to become one with you again...You and the amoeba
are almost brothers!" (Can we name it Ben?) (And, can someone remind me why
Carrion is doing this when he could have used his touch of death to kill Pete a
couple of issues ago?) (I suppose I should also mention that Carrion claims the
creature has a "pure primeval killer instinct" since that becomes somewhat
important later on.)

The amoeba has completely covered a helpless Spider-Man when, suddenly, Darter
comes into the lab. He have been betrayed by his master who "gave Spider-Man's
powers to that... that thing instead of me." He fires his blaster at Carrion but
the beam passes harmlessly through the clone's body. Carrion responds by tossing
some of his red death, a "mutated bacterial dust" into Darter's face. Darter
drops his blaster which goes off when it hits the floor, it's beam striking the
power pack on the slab on which Peter is imprisoned. The shackles are no longer
electrified as a result and this allows Peter is shake off the amoeba and free
himself. He is immediately concerned for Randy Vale but it is too late to save
him. Darter's skin dissolves. By the time the whole gruesome death is complete,
all that is left of Vale's head is his skull.

Parker is disgusted with the coldbloodedness of Carrion's crime. Stopping to don
his mask, he then uses the now-tilting table as a springboard. With the amoeba
sluggishly sated on one side, Spidey jumps on the other side, sending his
"brother" to the ceiling. Carrion threatens to kill Aunt May after disposing of
Spidey which enrages Pete into attacking the clone head on. "You slime-sucking
cadaver! You crummy corpse!", Spidey yells. But in spite of his anger, Carrion
kicks him away and the amoeba, using its spider-powers to cling to the ceiling,
drops down on an unsuspecting Peter. Which is when the White Tiger shows up.

The Tiger tries to tackle Carrion himself but the cadaver easily knocks him
aside with the back of his hand. The Tiger falls back against the clone casket,
destroying it and starting a fire.

In the midst of the conflagration, Spider-Man tries to free himself from the
amoeba and fails. The creature is amorphous, it yields with every blow and Peter
is being suffocated by it. Fortunately for our hero, the amoeba anchors its
pseudopods on the ground allowing Spidey to push off of something. He frees
himself from the big green galoot (with little yellow spots on it, yet) and
leaps away before the amoeba can snag him again. The amoeba, obeying its killer
instinct (I told you this would become important later on) turns to the nearest
body. Which happens to be Carrion.

Now, here's a guy who can leviate, who can teleport, who can turn immaterial,
who can kill things with just a touch. Does he do any of these things? No. He
yells, "stay back... I command you!" which is probably the one thing that he
could do that will not work.

Meanwhile, the White Tiger is backed up against a wall by the fire. He cannot
see what is happening to Spider-Man and Carrion. All that action is obscured by
smoke. Fortunately, there is a window behind, which he breaks, and out of which
he climbs. Right into the lap of the arriving police, led by Lt. D'Angelo.

Back inside, Carrion and the amoeba eye each other (so to speak). Yes, I was a
bit hard on Carrion before because after trying the "bad dog" routine, he does
indeed resort to his levitation and intangibility. Somehow, in spite of this,
the amoeba extends a flagellum and pulls the clone down. Spidey explains, "the
spider-amoeba was created through the same process which gave you life, Carrion.
Though cloned from one of my cells it seems you two have a lot more in common,
including the ability to negate each other's powers."

His death touch also failing him, Carrion is drawn into his creature. As long as
he is in contact with the amoeba, he cannot teleport away. Frantically looking
for a handhold, Carrion comes up with... the skull of Randy Vale and he realizes
that Darter could have freed him if he had allowed him to live. Spidey is
separated from Carrion and the amoeba by the flames, making him unable to help.
(Not that he tries very hard.) Carrion is absorbed by his creation which is,
apparently, subsequently, destroyed in the fire.

Spidey, philosophizing that Carrion never really lived (to assuage his guilt
over not helping), must break through a window before being overwhelmed by the
smoke. He climbs out and discovers that it is snowing outside. As fire fighters
try to put out the blaze, Spidey sneaks, exhausted, to a nearby snow drift.
"That's the best way to wipe away the horror of Carrion!", he thinks, "To lose
it in clean, soothing, shifting show."

In the letters page, once prolific letterhack Al Schroeder III from Nashville,
Tennessee suggests that "Perhaps the Peter Parker mag should feature
non-traditional Spidey foes - enemies of other heroes - rather than his private
Rogue's Gallery." (Precisely what Roger Stern did with the book some twenty to
thirty issues hence.) And while Dave Pfeil of Wichita, Kansas guesses that
Carrion is, in reality, Norman Osborn, Rob Hotchkin of Lyndhurst, Ohio guesses
he is the ghost of Norman Osborn. Pretty good guesses considering how
little Carrion appeared back in PPSSM #25. But, of course, wrong.

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